The Finance and Investment Committee (the “Committee”) shall, on behalf of the Board of Directors (the “Board”) of Assurant, Inc. (the “Company”), perform the following duties:
Review policies and strategies for achieving Finance objectives, and review outcomes. "Finance" means the financing of the Company's capital, including issuance and management of debt, common and preferred stock, and such other capital instruments as the Company shall consider or utilize.
Review policies and strategies for achieving Investment objectives, and review outcomes. "Investment" means the investing of the Company's assets for investment return, including the purchase, sale and management of bonds, mortgages, investment real estate, and such other investment instruments as the Company shall consider or utilize.
Act as the focus committee of the Board for oversight of the Company's enterprise risk management ("ERM") activities.
Report to the Board the conclusions of the Committee regarding these matters.
II. Structure and Operations
Composition, Appointment and Removal
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
Chair
A Chair of the Committee shall be elected by the Board. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings.
Delegation to Subcommittees
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
III. Meetings
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Chair of the Board or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically. At any meeting of the Committee, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business; and the act of a majority of its members present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may also, as necessary or appropriate to address unusual issues that cannot be deferred to a Committee meeting, take action by unanimous written consent of its members. Minutes of all meetings of the Committee shall be kept.
All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
IV. Responsibilities
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall review the finance policies and strategies used by the Company to achieve its objectives, the performance attained and the risks related thereto. The Committee shall review and recommend to the Board resolutions pertaining to the capital structure of the Company, including resolutions pertaining to dividends, debt issuance levels and shelf registrations.
The Committee shall review the investment policies and strategies used by the Company to achieve its objectives, the performance attained and the risks related thereto. The Committee shall review policies and strategies pertinent to all investment activities, including asset/liability management, portfolio credit quality, liquidity, and hedging activities.
The Committee shall act as the focus committee of the Board for oversight of the Company's ERM activities.
The Committee shall have the authority to retain outside legal, accounting or other advisors as deemed necessary or appropriate in the performance of its duties, including the authority to approve the fees payable to such advisors and any other terms of retention.
The Committee may, in its discretion, form and delegate all or a portion of its authority to subcommittees. The Committee shall report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's fulfillment of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or advisable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
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